James Cullen

About James G. Cullen

James G. Cullen, age 82, has served as an independent director of Keysight Technologies since October 2014. He sits on the Compensation and Human Capital Committee and the Nominating and Corporate Governance Committee, and the Board affirmed his independence for fiscal 2024. He previously served as President and COO of Bell Atlantic (now Verizon), holds a B.A. in Economics from Rutgers University and an M.S. in Management Science from MIT, and currently serves on the board of Avinger, Inc.

Past Roles

External Roles

Board Governance

• Committee assignments and roles (as of FY2024): Compensation & Human Capital (Member); Nominating & Corporate Governance (Member); not on Audit & Finance or Executive; not a committee chair. The Board held 8 meetings in FY2024; committees held: Audit & Finance 10, Compensation & Human Capital 5, Executive 0, Nominating & Corporate Governance 2. Each director attended at least 75% of the board/committee meetings for which they served, and all then‑sitting directors attended the 2024 Annual Meeting.
• Independence: The Board determined Mr. Cullen is independent under NYSE rules and Keysight guidelines for FY2024. The Board identified no family relationships among directors and executive officers.
• Term and classification: Class II director; term expiring at the 2025 Annual Meeting. The Board granted Mr. Cullen an exemption from its retirement guideline (generally, no nomination ≥75 years) to permit nomination for a new term through 2028, citing his experience and contribution.
• Board leadership context: The Lead Independent Director is Jean M. Nye; Mr. Cullen does not hold the LID role.

Fixed Compensation

Program structure for non‑employee directors (FY2024):

• Cash retainer: $100,000; Chair retainer (if applicable): $255,000; Lead Independent Director premium: $50,000; Committee chair premiums: Audit $30,000, Compensation $20,000, Nominating $15,000; Audit & Finance Committee member premium: $10,000. Directors may defer cash/equity into the Deferred Compensation Plan. Equity grant is $250,000 in value, granted on March 1 or the first trading day after the Annual Meeting; number of shares set by a 20‑day average; fully vested at grant; travel expenses reimbursed.

Performance Compensation

• Non‑employee directors do not have performance‑conditioned compensation; annual equity is a fixed‑value, fully vested stock grant (no PSUs/options for directors disclosed in the proxy’s director program).

Other Directorships & Interlocks

• Compensation & Human Capital Committee interlocks: During FY2024, the committee (including Mr. Cullen) had no relationships requiring disclosure under Item 404; no insider participation.

Expertise & Qualifications

• The board’s qualifications matrix highlights Mr. Cullen’s focus/expertise in: Technology; Global Business; Leadership; Strategic Transactions; Financial Literacy; Institutional Knowledge; Sales & Marketing; Enterprise Human Capital Management.

Equity Ownership

• Director stock ownership guidelines: Minimum 5x annual board cash retainer (currently $100,000); shares counted include outright ownership and deferred stock equivalents. As of Oct 31, 2024, each non‑employee director achieved at least the recommended ownership level within the five‑year window.
• Hedging/pledging: Policies prohibit hedging, short selling, and pledging of Keysight stock by directors and employees; 10b5‑1 plans permitted.

Governance Assessment

• Independence and roles: Independent director serving on Compensation & Human Capital and Nominating & Corporate Governance committees—key levers for pay, succession, and governance policy—supporting board effectiveness and oversight.
• Attendance and engagement: Board met 8 times in FY2024; each director attended at least 75% of applicable board/committee meetings; all directors attended the 2024 Annual Meeting—acceptable engagement signal.
• Pay structure and alignment: Director pay is simple and equity‑heavy (2024 total $351,964: $100,000 cash, $251,964 equity), with a shareholder‑approved cap of $750,000 and fully vested stock grants—alignment with owners but no performance linkage at the director level.
• Ownership alignment: Cullen holds 19,835 total beneficial shares (9,313 direct; 10,522 deferred), and directors are required to maintain 5x cash retainer ownership; company states all non‑employee directors met the guideline as of FY2024.
• Conflicts/related‑party exposure: Compensation committee disclosed no Item 404 relationships (includes Cullen); board found no family relationships and affirmed independence. Section 16(a) compliance was affirmed for directors in FY2024 except one late filing by another director (not Cullen).
• Risk controls: Policies prohibit hedging/pledging by directors; committee independence standards in place; independent compensation consultant (Meridian) advising the compensation committee.
• Refreshment considerations (potential red flag): Classified board (Cullen Class II) and the board granted an age‑policy exemption to re‑nominate Cullen at 82 through 2028; a shareholder proposal seeks annual director elections—monitor for investor sentiment on refreshment and accountability.

Overall, Cullen brings deep telecom operating experience and substantial governance tenure, with confirmed independence, acceptable attendance, and ownership alignment; refreshment optics (age‑policy exemption; classified board) are the main watch‑items balanced by the board’s stated rationale for continuity.